Cruelty Of Kindness
by Akumokagetsu
Summary: To pay for her future lessons at Flight School, Fluttershy's mother agrees to allow a few more ponies into her household as tenants. At first, Fluttershy is thrilled to finally have new ponies to talk to. All Fluttershy really wants is to have a friend again. Just a friend, and then maybe a little kindness.


0-0-0-0-0

Crimson rays of morning sun trickled over the rooftops, basking the ground below in a wonderfully comfortable warmth. Golden sheen coated the landscape and bathed the whole of Manehattan in a pleasant shine as Celestia's sun rose ever higher into the sky.

Fluttershy chipperly bounced throughout the small kitchen, humming a tuneless song as she passed ingredients to her mother.

"Eggs?" the elder mare glanced over at her.

"Two or three?"

The yellow, almost tan mare _hmm_d deliberately, placing a hoof on her chin for emphasis to show that she was thinking.

"Well," she said slowly. "What with all the new guests, why don't we go ahead and do _four_?"

"I can get them!" Fluttershy agreed enthusiastically, carefully dragging the entire carton of eggs to her mother. Butterscotch sighed, brushing a lock of greying pink mane from her face. That was certainly more than four, but she wasn't particularly worried. Fluttershy was eager as always, and that was enough to bring a smile to her face. If only her father were still there to see her as well.

The crack of an egg on the floor drew Butterscotch back to reality, and she sighed quietly through her nostrils.

"… Oopsie," the filly cringed, staring in horror at the mess on the floor. Her tears were already starting to form, but she held up a hoof to her daughter's nose, tapping it gently.

"Hey there, that's okay!" she beamed, patting Fluttershy on the head and watching as her tears dried up almost instantaneously at her mother's touch. "We've got plenty of eggs to go around; everypony makes mistakes."

Fluttershy seemed very much relieved at her mother's words and happily set about continuing her 'help' in the kitchen, but inside Butterscotch was already tallying up the losses. It was difficult enough keeping up with the bills, and Fluttershy wasn't exactly the prime example of frugality. But, that was the price one paid.

"Is it time to go wake 'em up now, Mommy? Is it?" she pried eagerly, dancing around her mother's hooves. The elder mare glanced at the worn old cuckoo clock hanging precariously on the wall, and nodded after a moment.

"Alright, Fluttershy. Go head upstairs and tell them to move their flanks, or they're not getting any breakfast."

"Yay!" she skipped off, humming loudly to herself as she began to bound upstairs. Butterscotch sighed quietly through her nostrils, a little smile splayed on her lips.

_I wish your father could see you now._

* * *

><p>Fluttershy hummed merrily to herself, a tune that her mother had taught her for bedtimes. The morning sun gleaming in through the windows seemed to brighten the hallway, and she knocked happily at each door she came across, as she had become accustomed to for nearly two months now.<p>

"Hey, if anypony wants some breakfast, we have some, so move your flanks!" she said a little louder, even though her faint voice didn't carry very far. "Um, my mommy said so!"

She couldn't help but marvel at how the rooms seemed so much smaller now that they were decorated and had somepony to live in them. The last door that she knocked at resulted in a strange, hurried shuffling noise, before it was flung open. Both of the stallions staying within blinked blearily at her, flushed and surprised.

"Hi, guys!" Fluttershy beamed at the newcomers to their home. "My mom says that breakfast is ready!"

The elder of the two, a black stallion with milky white hair grinned down at her, nudging the chocolate colored unicorn in his side. The younger one, a sheepish looking stallion that easily could have been mistaken for a large colt, had long blonde bangs that hanged over his eyes. Fluttershy continuously wondered how he managed to see without holding it out of his face all the time.

The matching skull and bones cutie marks on the pair belied that they were brothers, but that was about the only thing that they had in common, aside from currently sharing a room.

"You heard the munchkin!" Sunny grinned, budging his oddly blushing younger brother out of the way. "Free food, move your ass!"

Fluttershy gasped, traipsing after the sniggering unicorn as his brother followed behind.

"Oh my gosh, mom says that's a bad word!"

"Whoops," Sunny White shrugged without a hint of remorse, hardly turning to her. "My bad, I promise I won't do it again. Hey, lard ass!" he started to bang on the last unopened guest room door, but it creaked open before he could touch it.

A thin, lanky tan earth pony with thinning azure mane loomed over them, so pale that he looked as if he had been lightly dipped in chalk. The flat look of unamusment etched onto his face behind his square spectacles caused Sunny's overeager demeanor to diminish rapidly, until the stallion coughed uncomfortably into his hoof.

"Thank you Fluttershy, I heard you the first time," he leaned over her, his words expressionlessly resounding through the hall. "I am quite grateful. Thank you, I shall arrive for the morning meal presently."

"Ah, ol' Periwinkle's just got a stick stuck up his ass," Sunny rolled his eyes as the door was swiftly latched again, and the stallion vanished from sight. "That's why he walks like that."

"Is 'ass' just your word of the week, or something?" Egg White asked his brother with a grin that was more grimace than smile. "You know you've gotta quit doing that in front of-"

Egg nodded roughly toward Fluttershy a few times, making coughing noises that only served to confuse her. It was quite clear that he was talking about her, what she couldn't understand was his method of conveying the idea.

"Right, right, sorry," he shook his head slowly. "Uh, Fluttershy, don't tell your mom. 'Kay?"

"Um… o-okay," Fluttershy nodded after a moment, and a hint of relief came to Sunny's face. "I won't, I promise."

"Atta girl!" Sunny patted her on the head, tramping noisily down the stairs. "What a filly, what a gal. Whoo, something smells great, Missus 'scotch!"

The hustle and bustle of busy ponies seemed to attract them all to the kitchen like moths to flame, and Fluttershy happily munched on a piece of toast as all of her new friends gathered around. Even the normally stiff Periwinkle made the effort to look engaged in conversation, even if what he said was mostly 'hmm' and 'uh-huh'. It made it all worth it to Fluttershy to see them all together and happy, like one big cheerful family. Her heart jumped and her fur bristled gleefully at the thought, and she finished off her breakfast with a smile.

"And how're your parents?" her mother asked Sunny amicably, who was busy spreading jam onto slightly crispy toast and eggs.

"Same ol' same ol'," Sunny nodded as Egg helped himself to more oatmeal. "Oh, yeah, that reminds me; my sister says hi, she's doing great in college."

"That's good to hear!" Butterscotch beamed. "She was the one in… Trottingham, was it?"

"Manehattan," Egg corrected her. "I'm planning on going to the same college as her and everythin'."

"I thought you wos' gonna be a dentist like dad?" Sunny raised an eyebrow, his mouth half full of food. Egg White grimaced, backing away a couple of inches.

"I had a change of heart, I said it like seven times. Quit badgering me about it," he said grumpily.

"You should stick with what you select," Periwinkle added sagely. "Bouncing about isn't going to do you any good, and indecisiveness won't help you in college."

Fluttershy looked up at the stallion beside her, thinking.

"Is that what they teach you in fancy school places?" she asked him curiously.

"Not necessarily," Periwinkle half-smiled down at her before giving a subtle wink to her mother. "Fancy school places teach all sorts of other things, too."

"Like Cloudsdale!" Fluttershy almost bounced out of her rickety wooden chair. "My mom says that's where I'm gonna go! I'm kinda scared, is it hard? Do you go to Cloudsdale? Do ya Perry, huh?"

"Yeah, he just walks on up there," Egg deadpanned, immediately before receiving a swift but silent smack to the back of the head from his brother.

"I'm sure you won't have anything to worry about, Fluttershy," Butterscotch smiled kindly at her from across the table, and her fears almost instantly evaporated. "Just as soon as you learn to fly, Cloudsdale will be a fun place for you, I'm sure of it."

"Thanks for the breakfast, Missus Bee," Sunny stood after a moment, dropping his plate into the sink. "Gonna hit the road. Hurry the crap up, Eggie, or we're gonna be late."

Egg rolled his eyes, but began shoveling down his food as swiftly as he could before racing out the door after his brother, muffled shouting echoing back to the house.

"Thank you very much for the breakfast, Butterscotch," Periwinkle said with his usual expressionlessness before rinsing his and the other two stallion's plates.

"Oh, just consider it _my_ little thank you for keeping the rent on time," she answered jovially.

_It's the only thing assuring my daughter gets a college fund, at the moment._

She didn't mention the last thought, but instead smiled appreciatively as the tan stallion began doing the dishes for her.

"I can help with dishes too!" Fluttershy bounded over to him, standing on her hind legs to carefully stick her own plate into the soapy water. "See, I can do it!"

"And if I were your mother, I'd be very proud of you," Periwinkle stated in a deadpan voice.

"You wouldn't make a very good mommy," Fluttershy giggled, earning an odd tilt of the head from him. She imagined him with a 'mommy' cutie mark instead of his single paintbrush one, but it didn't seem to fit.

"Oh?" he raised an eyebrow ever so slightly, glancing back toward the filly's mother, who watched calmly from behind her morning coffee. "And why is that?"

"Well," she answered as if it were the most obvious thing in the world. "It's 'cause you don't have mommy teats."

"_Fluttershy!_

0-0-0-0-0

The pictures hanging on the walls smiled happily down at Fluttershy as she meandered sleepily down the hallway, a long day hanging on her shoulders.

Life at school had been exactly the same as always, her walk home with her mother had been exactly the same as always, and the weariness tugging at her was fought off with the same foalishness as always. She hummed cheerfully to herself, coloring book in one hoof as she crept down the carpeted hall.

After all, she didn't have school tomorrow with the weekend. She didn't have to go to sleep just yet. Fluttershy was tempted to go to the only downstairs bedroom and ask her mother if she had any more coloring pencils since she herself was out of green, but chances were that her mother would insist going to bed, and Fluttershy was determined not to let something dreadful like _that_ happen.

The same shuffling that she had heard earlier that morning greeted her ears as she crept closer to the tenant's guest room at the end of the hall, and her ears pricked up carefully. That was the same noise she had heard just before Egg and his brother came out all flushed and giddy looking. Fluttershy contemplated knocking for a moment, gears whirring in her head.

After all, her mother had always taught her that it's only polite to knock.

But if she knocked, they might come out really quickly like they had before, and Fluttershy might not find out why.

With a curious grin, Fluttershy ever so quietly budged the door open holding it slowly so that it wouldn't creak. The voices grew loud enough for her to hear, and although she didn't quite hear all of what they said, she caught most of it.

"-k at this one, spread like a fuckin' tulip," she heard Sunny's voice, an eager tone to it.

"Geez, she looks kind of like that hurts…" Egg's voice was a little louder, and Fluttershy tiptoed closer and closer behind them. The rustling of paper caught her ears, and she saw that the two of them had their backs turned to her as their attention was turned to something on a desk beside one of the two beds. A camera glinted on the edge of the desk, beside an open cloth bag.

"Well, no shit, genius, she's got three in her ass," Sunny snorted. "She's got more cocks in 'er than your _mom_."

"That's _your_ mom too, _genius,_" Egg rebounded snarkily.

"Oh yeah, well, _your_ mom is… shut up."

Fluttershy found herself smiling automatically as Egg White laughed, his snickering cut off by a slap to the back of the head.

"Celestia, look at this little tight one," Sunny shifted something over to Egg. "Where'd you get this pic? Did you take it? Looks kind of like that one bitch you were with last Hearth's Warming."

"She was not a bitch just because she dumped me, and I bought it," he answered, rubbing the back of his neck sorely. "Came with the magazine-"

"Do you have the color green?"

Egg White and Sunny nearly leapt a foot in the air, photographs and pictures spilling through the air and onto the floor as they jumped. Fluttershy resisted the urge to giggle madly as they scrambled to hide what they could behind their backs, but it was far too late – Fluttershy had already had quite a few inquisitive looks at the oddly positioned pictures of mares.

"W-what are you _doing_ in here?" Sunny demanded with a hint of anger in his voice.

"Hey, this mare has teaties bigger than my mommy's!"

"_I'll_ take that," Egg snatched it from her swiftly, jamming it atop the desk, his face burning.

"How come you guys are looking at pictures of mare parts?" Fluttershy asked curiously and _much_ more loudly than either of them would have liked.

"Shh, shh shh!" Sunny flinched. "Not so loud!"

"What's going on in here?"

Even Fluttershy jumped at Periwinkle's voice behind her, his bored head sticking through the open door. His eyes widened ever so slightly when he saw Fluttershy, but not enough to notice.

"I didn't show her anything," Egg blurted defensively.

"… Are you two looking at porn with a filly in the room?" Periwinkle asked quietly, edging into the room completely and closing the door behind himself with a dangerous look in his eyes.

"I swear, it's not what it looks like!" Sunny laughed nervously, jamming photo after photo into the same brown cloth bag atop the desk that they had come from.

"What's porn?" Fluttershy asked with interest, looking back and forth between the brothers and the stallion behind her.

"That's something that is only for big colts and fillies," Periwinkle explained quietly as the unicorn brothers continued to furiously hide pictures, having a silent but heated argument between themselves. "Something that Egg and Sunny should have known is wise enough to lock the door over."

"How come?" Fluttershy pried.

"You're an awfully inquisitive little filly, aren't you?" he looked down at her.

She didn't quite know what the word meant, but she nodded enthusiastically anyway.

"Well," Periwinkle adjusted his square glasses carefully with one hoof, bridging the gap between them to lower his voice. "Well, you see, there are some things that you aren't meant to know yet, although that's obviously been derailed by these dunderheads."

"Why?" she asked again.

"Because sex is something that is… for later," he explained with some difficulty. Periwinkle frowned a little, which made her mimic his look. She didn't like it when ponies frowned.

"What's that?" Fluttershy's brows furrowed. "Sex, I mean. What is it?"

Periwinkle looked at her long and hard for a moment, a sheen crawling across his glasses as he tilted his head down at her.

"It's something very special that makes ponies very, very happy," Periwinkle stated.

"How so?"

"It's like…" he started, holding a hoof out to grasp at something imaginary. "Hm. It's like this."

Periwinkle did something that Fluttershy certainly did not expect – he spontaneously leaned in and kissed her. Not like the quiet kisses to the forehead that her mother gave her before bed, or the quick pecks on the cheek before school, but a long, warm kiss on the lips that made her heart skip a beat.

He didn't pull away immediately, either. Periwinkle leaned into the kiss, his larger body throwing a shadow over her little one as he pulled at her lower lip. The stunned filly was finally released from his grasp, and she almost staggered when he stopped.

"… Was that sex?" Fluttershy asked in a bit of a tizzy, the ground feeling oddly wobbly beneath her. Periwinkle had just _kissed_ her. Full on the mouth, too. Of all ponies, Periwinkle.

"No," he continued, placing a warm but firm hoof softly onto her shoulder and guiding her toward one of the beds against the wall. "But we'll get to that in a minute, I promise. Hop up here."

Fluttershy carefully did so, and Periwinkle's soft guiding touch led her further along the new mysterious, unwalked path.

"Sex is kind of like this," Periwinkle clarified quietly, turning her to lay on her back until her little wings were clamped tightly beneath her. "And it can be a lot of fun if you do it right, and I'm going to show you how. Okay?"

Fluttershy nodded nervously after a moment, breathing rapidly.

"Are-are you gonna kiss me again?" she asked as he carefully spread her legs apart, making her blush at the display.

"Sort of."

"What-"

She didn't get the chance to ask what he meant by 'sort of' as she discovered the answer fairly quickly. Periwinkle gave her another new kind of kiss, one between her legs. This kiss was warm and damp, and unexpected enough to make her flinch and arch her back in surprise. But his soft kiss remained, and she slowly settled down at his continuous touch. Fluttershy's breathing came a little faster still as a wetness slithered across her, and she covered her face with her hooves.

"It-your kisses feel funny," her muffled words sounded so pitifully weaker than she intended them. "It tingles, kinda weird…!"

"It'll do that," Periwinkle answered her abruptly, pulling away a little. "But I needed to make you wetter first."

"How-how come?" Fluttershy asked between her hooves, and saw that Periwinkle was still giving her the same kind but nearly flat look as before, his hoof still firmly on her belly.

"Now, the important part to remember is that since you haven't done it before," he explained slowly, "is that it might hurt a little bit. If your pussy isn't wet enough it might be bad, and I certainly wouldn't want our precious Fluttershy getting hurt."

"It-it's gonna hurt?" she cringed, immediately picturing doctor's needles.

"Only a little bit for the first time," Periwinkle held her hind leg and hoof at the same time. "After that you shouldn't have any more trouble, and it'll feel really good and make everypony happy."

He turned his head toward the brothers, who Fluttershy had failed to notice until now were being very uncharacteristically quiet. Egg's mouth was still hanging open, in fact.

But Periwinkle needed to ensure their silence.

"_Everypony,_" Periwinkle added. "Isn't that right?"

"U-uh, y-yeah," Sunny cleared his throat, suddenly self-conscious.

"So since I'm probably the biggest," the stallion shifted his glasses quietly. "One of the others should probably be the one to open you up a little."

"Open me up?" Fluttershy squeaked in terror, but Periwinkle's hoof found its way to her again.

"Just Fluttershy's little pussy," he enlightened her, his soft tones helping to put her at ease. "Sunny could use the practice."

The unicorn caught the insult promptly, but held his tongue when Periwinkle positioned himself behind Fluttershy, putting her frail head in his lap. Still splayed out on her back, he held one of her hooves as he motioned for Sunny to make his move.

"I'm, uh… gonna stick it in now, okay?" Sunny leaned over her, his already hard length poking stiffly against her. Fluttershy looked up worriedly at Periwinkle, who held her firmly.

"Just close your eyes if you're worried," he petted her mane soothingly. "Since this is a really special occasion, Egg is going to take some pictures for everypony. Kind of like a birthday party, if you don't mind. Do you mind, Fluttershy?"

"Um, n-no, it's okay," she said breathily, ready to flinch should any unexpected needle-like pain come to her. "I-I don't mind. You can, if that's okay."

"It's all okay." Periwinkle leaned down and kissed her again, and she could feel something hard behind her head when he did so. His… thing really was bigger than the one dancing around her special parts, she could tell. Even though he said it was okay, it didn't quite feel right. Like he was in on a little secret that he wouldn't tell her, but she couldn't guess it.

"It's going in…!" Fluttershy gasped aloud as she felt herself being painfully parted, and she squeezed her eyes closed. She wasn't even able to look at him at that point. Perhaps it was the embarrassment of being looked at or touched in such a new way, but it just seemed… wrong. "It-it hurts… oh gosh oh gosh oh gosh it hurts…!"

Sunny winced as he stopped halfway inside of her, but a look from Periwinkle gave him pause. Periwinkle subtly shook his head, giving him a stern look.

"You're doing a great job, Fluttershy," Periwinkle whispered loudly, her hooves clutching at his. "I'm really super proud of you right now."

"You-you a-are?" she asked, nearly gasping for breath even though Sunny wasn't moving. There was an uncomfortable tingling… down there, one that didn't seem to go away no matter how hard she tried to ignore it. It was like it was traveling up her belly and into her chest, a stinging heat that wouldn't die down.

"Oh, definitely," he nodded with a little smile. "You're working very hard to make everypony happy. I'm very proud of you Fluttershy."

Fluttershy's muffled squeal of pain as Sunny budged into her a little further resounded through the room, and another flash of the camera bulb went off. She squeezed her eyes shut and tried to keep her shaking limbs as still as Periwinkle's were, but failed every time she tried.

"I think I'm in deep enough for now," Sunny gripped her thighs loosely. "I'm gonna start moving again, okay Fluttershy?"

She didn't look at him or reopen her eyes, but nodded ferociously.

Sunny pulled himself ever so slowly from her, and she felt the bump of his groin as he poked into her again. She whimpered pitifully, almost ready to cry again.

"It-it still hurts…!" Fluttershy whined, loudly enough that Periwinkle frowned hard. A momentary flash of fear struck her. What if Periwinkle had lied to her? What if it didn't stop hurting? What if it hurt worse instead? He wouldn't lie to her… would he?

"It'll stop soon. I promise. Egg, why don't you help her train her other hole?" Periwinkle nodded to her head, and Egg White blinked. He shifted awkwardly over to the bed, and Periwinkle motioned to pass him the camera. "Keep her mouth busy."

"H-here you go, Fluttershy," he stood on his hind legs and presented himself. His… he wasn't quite as big as his brother, but he was very hard. The throbbing thing dangling over her mouth bobbed up and down, dancing over her lips. Fluttershy frowned instinctively, and pursed her lips.

"It's-that's dirty…" she mumbled, humiliated as they all stared at her.

"No, not at all," Periwinkle insisted, hoof gently brushing her cheek. "I promise. You can make Egg really happy this way, too. Okay?"

Fluttershy started to answer, but her words were lost in her next yelp of pain as Sunny jabbed roughly into her. The bucking of his hips made her whole body shake, and her cry was cut off by the taste of Egg's _thing_ inside her mouth. Even though he was the smallest of the three, it didn't take much to fill her whole mouth full, and her intermittent squeaks were drowned by the throbbing heat poking into the inside of cheek.

"This is wrong…" Egg shifted uneasily, but made no move to stop. "Dude, so wrong…"

"Shit, she's tight…!" Sunny breathed in ecstasy, rhythmically pumping in and out of her, careful not to put it in all the way. Dipping his rod in and out of her honey, making her whole body quiver. It was like a swelling hotness were growing in her groin, making her ache and burn. Fluttershy almost started to cry again, her grasping hooves finding nothing but air – but after a moment, Periwinkle's hoof found her own again, and she gripped it appreciatively.

"Still doing okay, bucko?" he asked her quietly, looking down at her as if she didn't have something big and hard plunging in and out against her tongue. Periwinkle smiled at her look, and added "You're doing really great so far, Fluttershy; you're a tough little butterfly. We're all very happy because of you."

His words struck a chord with her, and she seemed to stop fidgeting for a moment.

"Suck a little harder," Egg demanded. After an odd look from Periwinkle, he added "Would you please, Fluttershy?"

She paused for a moment, a little overwhelmed, but complied. She wrapped her lips around the shaft with as much strength as she could muster, and tried to pull.

"No teeth, no teeth!" Egg's hoof found its way to her chest. "Like-like a straw, like you're sucking on a straw. But bob your head, not too tight – there, _there_ you go."

"I'm getting pretty close," Sunny informed them. "Where d'you want it?"

"Hold off for now…" Periwinkle insisted. "Take Egg's place. Fluttershy, you turn this way for me. That's it, just like that."

The sudden relief in her other area was enough to make her go a little limp. Fluttershy wasn't even aware of just how tense she had been, but nopony seemed to notice. Periwinkle powerfully lifted her and turned her around, so that her rump was facing him and she was turned onto her back again. Were she any closer to the edge of the bed, her head would be hanging off. She faced Sunny nervously, heat flowing into her face as his wet length waved in front of her.

"Here we go, Fluttershy. If you keep doing as well as you have been, I just might give you a little present," he assured her. "Spread your legs a little more for me. Just like that, that's a nice view."

"Take this in your mouth for me?" Sunny asked her, and she allowed him to place it inside. She thought that the taste of herself was funny, not anything like she thought it would be. And kind of salty, kind of like Egg was. The only real difference between the two was size, and his was speckled. But her thoughts slowly grew fuzzy as she squirmed, another squeal muffled by her impromptu flesh gag. Periwinkle was _much_ too large, and it hurt when she was spread by him. Was that really just the head? She tried to look down, but couldn't see for Egg poking his way eagerly to her face as well.

She wanted to shout and tell him that it was too much, that it was making her cry. The tears springing to her eyes and the pounding in her chest as her breathing was stifled certainly helped to encourage that thought, but she couldn't seem to get it out…

Periwinkle seemed to notice her discomfort, though, and held her hoof again as his length prodded deeper and deeper into her, all the way in until his warm body was pressed tightly against her own.

"I'm very happy right now," he told her with the same little smile he had before. "We all are, you're doing a great job, Fluttershy. Isn't that right, Egg? Sunny?"

"Wh- yeah, you've made me really happy too, Fluttershy." His smile seemed even more genuine that Periwinkle's, and was even bigger.

"I'm gonna blow…" Sunny breathed, her suckling in tune to his heavy breathing. "Now, you make sure to drink this all… okay, Fluttershy?"

She couldn't nod or say much of anything, but the sudden introduction of something hot and sticky spurting into her mouth answered her question. Fluttershy started to jerk away, but Sunny held her head firmly.

"Drink it all. All of it." Sunny insisted resolutely without pulling from her mouth. She started to splutter from her position, but managed to choke it down after a couple of tries. Fluttershy gasped for air when Sunny finally slid out, only for Egg to present himself in front of her face afterwards.

"Me too, please, " Egg asked, to which she obliged. "I'm getting close too."

"Damn, she really is tight…" Periwinkle mused, his metrical plunging making the heat in her belly blossom every time he looked at her. "I'm going to come inside. Okay, Fluttershy?"

She whimpered in response, almost choking when Egg's length poked into the back of her throat.

"Maybe you'd have an easier time drinking the next one if you were on your tummy?" Periwinkle suggested, giving a look to Egg as Sunny breathily cleaned himself and readied the camera again. She felt herself being turned over onto her stomach, her wings still clamped tightly to her back.

"Is that better?" the younger unicorn asked her quietly, rubbing behind her ear. "That feels really great, Fluttershy. Just a little bit more…"

Periwinkle pumped into her neither harder nor slower, as if he hadn't even been interrupted. The funny tingling had grown powerful, and Fluttershy's head began to swim. It felt like something weird were stirring inside her, something hot and prickly that made her wriggle and wiggle. It was overpowering and intense, like somepony were sticking a hot poker against her whole body all at once. Her wings thrust out to her sides instinctively as she jerked, gasping and writhing as Egg pulled from her mouth and spurted his load across her face. Some of it even got in her mane.

"… Damn. Did you just cum?" Periwinkle asked her in a tone that she hadn't heard before, and she felt the sudden urge to turn away in humiliation as the sheets beneath her were found to be much wetter than she remembered them. He didn't pull out of her, but she felt the same heat rising again when her insides suddenly became… _fuller_. Periwinkle finally pulled out of her stickily, smacking his still hard penis against her a couple of times and making her quiver with each light smack.

The snap of a camera went off again, and Sunny nodded admiringly.

"You did a great job," Periwinkle informed her cooingly. "You really are one tough little butterfly. Now what do you say we go get you a bath, kiddo?"

"I-I did good?" Fluttershy asked woozily as he and Egg helped her to stand.

"You did _fantastic,_" Egg nodded to the subtle approval of Periwinkle. "We're all real proud of you for hanging in there, seriously."

"Speaking of hanging on," Sunny interrupted with a mischievous smirk as he held up the camera. "Fluttershy, smile for me."

She gave a weak smile, forcing her face into a grin as another camera flash nearly blinded her.

"Aw, yeah. That's really cute," he looked up with a smile of his own. "You've still got some on your lip."

"Which means it's bath time for a certain Fluttershy," Periwinkle insisted, guiding her along. The floor was mysteriously wobbly, and her legs didn't quite seem to be obeying her.

"I'm really tired, though," Fluttershy tried to stifle a yawn. Perhaps her mother was right about fillies needing proper sleep.

"After your bath. I promise."

Periwinkle patted her kindly on the head, rearranging his square spectacles as if nothing had happened.

"But this is something we're going to keep just between ourselves, okay?" he asked sternly, a cold look appearing in his eyes.

"Huh?"

"You can't tell anypony else," Periwinkle's eyes softened as he leaned down in front of her. "It's really important that you don't. It'll just be between us friends. Something special, just for us, not anypony else. Our special friend. Okay?"

Fluttershy paused, torn, but nodded after a very tense minute.

"Okay," she obliged. "Since we're friends."

"Awesome opossum!" Periwinkle said with a larger smile than she had ever seen on him. "Let's go get you washed up and into bed. Fillies need lots of sleep, you know."

Fluttershy tried to tell him that she wasn't sleepy, but it was somehow lost on the way out.

0-0-0-0-0

The morning sun trickling in through Fluttershy's windowsill danced across her muzzle, warming her to the bone. She let out a quiet sigh as she stretched sleepily, the warmth and comfort of her quilt urging her to succumb to the sweet call of sleep once more.

Within the next moment, she was sitting bolt upright.

Within another, she was already out of her room and bounding downstairs.

"I'm sorry I'm sorry I'm sorry I'm sorry!" Fluttershy peeped in horror, the smell of cooking breakfast not even registering. "Oh my gosh mom I'm so sorry I slept in I forgot to wake everypony up like usual I'm sorry I didn't mean to I was just so tired-"

"Fluttershy. Fluttershy, calm down," her mother smiled softly at the teary filly, straining to get a word in edgewise. "It's okay, Fluttershy. Calm down."

"But-!"

"Everypony is already awake," she said calmly, putting the rest of the dishes away and returning to her morning newspaper and coffee before work. "And nopony wanted to wake you, since you seemed to be sleeping so soundly."

"Ev-everypony's gone?" Fluttershy asked, ears flattening against her head suddenly.

"And all of them singing your praises," Butterscotch beamed. "I haven't seen that bunch so energetic in weeks."

Fluttershy's heart soared, and her smile grew to match her mother's.

"But… wait," she frowned suddenly. "It's a-a weekend. So… where is everypony?"

"Well," her mother sipped quietly from her coffee, the tinge of sugar meeting her lips. "Sunny and his brother already left a while ago. Egg had to pick up some supplies for some project, I think he said, and Sunny is busy talking to some old stallion who might have a job position for him in Ponyville before too long."

"Oh."

Fluttershy kicked her hoof back and forth at the ground, absentmindedly thinking of getting breakfast for herself before another thought occurred.

"Is Perry still here?"

"Periwinkle?" Butterscotch blinked. "Why, yes, I do believe so."

"Yay!" Fluttershy skipped off promptly, leaving her mother sighing and scratching her head. "Try not to bother that poor colt again, Fluttershy, I couldn't aff- get a sitter, he'll be keeping an eye on you. And get some breakfast, I've got hay waffles ready! Lots of butter and syrup!" she called off after the filly, although it seemingly had no use.

Butterscotch sighed again, but with a small smile. She would learn her lesson when she found her breakfast cold.

A quick glance at the worn clock on the wall urged her to finish off her coffee, making a silent prayer before trotting out the door. Oh, if only she had all the time in the world.

Fluttershy, on the other hoof, did feel like she had all the time in the world.

"Hey, Perry?" she knocked loudly at the door. "Periwinkle? Are you in there? Mommy said you were, probably…"

"The door's unlocked," came his usual expressionless reply, and Fluttershy took that as permission to enter.

"… Hi, Periwinkle!" Fluttershy grinned breathlessly at the stallion, who sat quietly poring over papers on his desk beside the window, even though the shades were neatly drawn.

"Good morning, Fluttershy," he stated flatly.

"Can… can I come in?" she asked, suddenly nervous about treading forth.

"Of course you can," Periwinkle answered, though there was no warmth in it. Fluttershy had gotten used to his tone of voice over the weeks, but it wasn't quite as comforting as her mother's was. Maybe that was just the thing about mothers.

"Well, um, I-I wanted to, you know…" Fluttershy shifted awkwardly. "To… talk to you about, um… last night."

Periwinkle swiveled suddenly in his chair, giving her slightly more attention than he did before.

"Yes?" he blinked, his gaze much sharper.

"Well…" she continuously skirted the issue, but he did nothing to press it. "I-I just wanted to come and tell you, um… t-thank you."

When he didn't add anything, she spoke again.

"I mean, back then, what-what we did, it was really pretty scary," she admitted. "I didn't really know what was going-going on, and I've never done anything like that before." The breathlessness came back into her voice and she leaned back and forth, as if trying to decide where she wanted to keep her balance. "And even though I was so-so scared, you held me and-and everything. I-I just wanted to tell you that, um… when you held my hoof like that, I think my heart skipped a beat!"

Periwinkle stared at her, but it wasn't a judgmental stare. Fluttershy had difficulty determining what kind of look it even was, as she hadn't seen anypony look at her like that before.

_You poor idiot. I just wanted you to shut up…_

Periwinkle shifted out of his chair and knelt down before her, placing a single hoof on her shoulder. Fluttershy's heart suddenly picked up pace again, and she chewed her lip anxiously.

"I want to do it in the butt."

"… Huh?"

Fluttershy blinked, more confused than anything else.

"I'm pretty busy right now," Periwinkle admitted. "But if you really want my attention that badly, that's how you can get it. I want to do it in the butt. It's kind of a fetish I've got going on currently," he explained.

"O-oh, well, u-um…" she moved a little, but not away from his touch. "I-I mean, I-I guess so…"

"Oh, no no no," Periwinkle shook his head. "No, my little butterfly, I wouldn't want you to feel like I ever pressured you for anything, not at _all_. I point blank refuse to unless _you_ want to, too."

"I-I do, I do!" she desperately insisted. "I'll do it – right now, if you wanna…"

Periwinkle smiled at her warmly, giving her a little hug and peck on the cheek.

"Well, that's wonderful Fluttershy. But we can't do it right now."

"Why not?" she asked, the disappointment clear in her voice, just as he expected. She felt as if he were pushing her away, and that was the _last_ thing that she wanted.

"Because first," Periwinkle guided her away from his room and toward the upstairs bath. "We've got to clean you up."

"But I already had a bath…?"

"No," he chortled, and Fluttershy noted it as one of the few times she had ever even heard him laugh. It was a funny sound, like a turtle eating a carrot. "No, Fluttershy. I mean, we have to clean out your _insides_.

"… I'm not gonna have to stick a whole bar of soap up in there, am I?" she asked with a hint of worry.

Periwinkle gave a hearty, genuine laugh, and patted her on the head as he closed the bathroom door behind them.

"No, no," he chuckled as he dug for something beneath the sink in the cabinet. "Nothing like that. No, you have to put a special soap into your behind to clean it all out. And it's liquid," he added, which assuaged many of her fears at once.

"Do I have to?" Fluttershy looked at the oddly shaped bottle for a moment as he showed it to her.

"Well, you don't _have_ to," Periwinkle said slowly. "I mean, if you just _like_ being dirty…"

"No, I don't wanna be dirty!" she shook her head swiftly, to which he gave a triumphant grin.

"I should hope not," he smiled at her. "Wouldn't want our precious butterfly getting dirty, not at all. Here, spread a little for me and I'll help you put it in."

"You're-you're going to put it in me?" Fluttershy shuffled side to side, anxiously looking at him.

"I could leave you all on your own to do it if you don't want help," Periwinkle said seriously, but after a moment, she shook her head again.

"N-no, it's-it's okay. I'll let you help."

_"There's a good girl."_

* * *

><p>Fluttershy sat quavering in anticipation on Periwinkle's bed, watching as he sifted through a box with a look of very mild amusement on his face.<p>

"Ah, here it is," he said at last, drawing a small pink toy from the contents, of which there were many. It was shaped almost exactly like others of the flesh that she had seen, and her cheeks burned mysteriously when she looked at it.

"Um… what is it?" Fluttershy batted her wings a couple of times nervously before bringing them close to her sides.

"This would be a dildo," Periwinkle elucidated without pause. "We'll be starting small, so don't worry."

"But… I-I thought you said…" she started, but couldn't bring herself to look right at it.

"Oh. My my, aren't you the eager one?" he patted her lovingly atop the head, making her blush. "Now, no need for that. Fluttershy, although I would love to, I just can't jam it right in."

"Would it hurt?" she stuttered fearfully.

"I would probably split you in half," Periwinkle admitted, the thought of which brought _terrible_ images to Fluttershy's mind. "That's why we're starting with the small toys, and working our way up until you've been nice and stretched."

"Stretched?" she looked at the rubbery thing again warily, and he gave it to her to hold and inspect.

"Oh, yes. You wouldn't want it to hurt for your first time taking a cock up the ass, would you?"

"You mean, um…" she looked at the toy in embarrassment, her cheeks reddening again.

"It's okay, Fluttershy," Periwinkle smiled. "Call it for what it is. Penis, cock, wang, dick, speckled spooge shooter – call it _something_."

"It's… it's _something,_" Fluttershy nodded, and Periwinkle motioned for her to give it back to him. "Um, Perry? Is-is it going to hurt like last time?"

"Since it was your first time last time," he pulled a small jar from the box, "It shouldn't hurt much, or anymore, after that. I'll show you how to do it right, and show you how to make it feel really good. Then you can be as happy as you made everypony else. Okay?"

She nodded slowly, looking at the jar as he unscrewed the top.

"What's that for?"

"This?" he held up the jar as he slathered a bit of it onto the rubber schlong before him. "This is called 'lube'. It's to make sure that it'll go in nice and easy, even though it's not very big. It's pretty much essential for anal if you don't want it to hurt, which I'm pretty sure you don't want."

Fluttershy shook her head in agreement, and he motioned for her to turn around on the bed.

"Now, when we do this," Periwinkle said slowly. "We want to make sure that it doesn't hurt at _all_. So you just tell me if it starts to hurt, and we'll slow down. Okay?"

"O-okay, Perry," she nodded again, and he smiled.

"There's a good girl. Spread a little for me?"

"Like this?" Fluttershy tried using one of her hooves to spread her cheeks toward him, blood rushing to her face as she did so. Presenting herself for somepony else, it just didn't seem… right.

"Hmm. Looks like you're having a little trouble there," she could almost make out the laughter in his voice, although it might not have been there at all. "Tell you what. Press your face against the mattress a little more, and raise your bottom up for me, and I'll do the rest. There we go, keep your back straight."

Fluttershy tried hard to please him, keeping as ramrod stiff as she possibly could. She felt something stiff bump against her back entrance, sidling slowly along her unblemished ridges.

"You've got to relax a little, Fluttershy," Periwinkle informed her.

"But I-I-I can't…!"

He sensed the distress in her voice, soothingly touching her hoof again with his own.

"It's okay," he said softly. "You're doing great. Just take it nice and slow. Everypony else is out for now, we can take all the time you like. Okay?"

"O-okay. Okay…" she said at last.

"Here. I'm going to start putting it in now, alright?"

Fluttershy didn't say anything, but nodded.

She hissed sharply as the hard nudging against her hole ever so slowly protruded into her small caverns, and she found herself tightly gripping it against her will.

"Does it hurt?" Periwinkle asked her quietly, and even though there was a small amount of pain, Fluttershy shook her head. She didn't want to disappoint him after all he'd done for her, after all.

"N-no, it's f-fine," Fluttershy struggled to speak, forcing a little smile to help convince him. "Really, I pro-promise Perry."

"Okay. I'm going to put it in a little deeper now, and we'll keep doing that until you tell me to stop. Okay?"

Fluttershy nodded and looked at the wall, noticing the butterfly patterns on them. Her mind was lost in thought for a moment, imagination drifting somewhere far away above the clouds. She felt tighter, more packed again… and again… and again… But then the sharp stinging in her rear brought her right back, and she moaned loudly into Periwinkle's blankets.

"H-hurts, stop!" Fluttershy squealed as Periwinkle's slow descent into her interiors finally came to a grinding halt. "Oh gosh, oh gosh, oh gosh…!"

"Take it slow, bucko. You'll hyperventilate," he rubbed the base of her wings gently. "Nearly halfway in, too. More than I thought you could take. I'm so proud of you, Fluttershy, you're doing great."

"I am?" she asked breathily, the familiar heat returning. But it burned in her a different way this time, one that was unfamiliar altogether. And the _tightness_, it was almost too much to bear…

"You really are," Periwinkle beamed at her. "Now, we're going to work on loosening you up a little more."

"It's going deeper?" she squeaked in terror.

"Oh, no," his touch guided her down to lie on her back and settled over her petite and yet unformed teats. "No, Fluttershy, don't you worry about that, we'll get there when we get there. Now we're going to work on some other key areas, you'll loosen up in time."

Periwinkle said no more as his head was lowered between her legs, and she held the extended hoof that was just for her.

"… You're shaking." He pointed it out with a level look, and turned his gaze to Fluttershy one more time. "Are you sure that it's not in too deep? Do you want to just stop?"

She shook her head quickly, her ears burning painfully.

"Okay then. Let's get started."

She wondered for a moment how they hadn't even started yet, but her mind eventually returned to its blissfully fuzzy state when his tongue dipped between her slot again. Fluttershy wriggled with the strange sensation of tightness in her rear, the heat blossoming from her groin and into her belly when Periwinkle's hot tongue darted inside and out of her, carefully trailing in and out like a curious badger.

Just as the heat started to become too much to bear, Periwinkle ceased his attempts to worm his way into her with his tongue. She bit back an unexpected moan as he started to pull the dildo from her and she chewed on a bit of his blanket to keep him from hearing, but Periwinkle heard regardless.

"It's okay if you want to be loud this time," he said softly, lifting one of her legs as he slowly reinserted the rubbery rod up to the halfway point again. "But if you want to, maybe some more practice at being quiet would do you some good. Let's practice being quiet now, hmm?"

His scalding tongue almost left marks across her lips as he kissed them, and when he knocked she allowed him entrance. The slow but steady removal and reinsertion of the dildo was beginning to make her feel strangely light headed and very hot, as if she were sitting too close to a fireplace.

"It feels funny…" she mumbled through a mouthful of quilt, and Periwinkle's tongue darted in a little bit further. Fluttershy moaned as the tingling, pleasurable sensation drifted up through her, dancing joyously across her brain.

Was this the same kind of happiness that she gave to her friends? Was it what they felt, too?

It felt so… _hmm_. She wanted to hum as Periwinkle ever so carefully pried her apart, tongue slithering like a hot, wet serpent to hide in her open crevice, so that was what she did. Fluttershy started to hum the tune that her mother had taught her for bedtimes, but before long she found herself letting out a short, needing hum every time Periwinkle's warm touch poked her insides, making her hairs start to stand on end as the funny feeling in her belly returned. She tried again and again to stand on her hind legs while the rest of her remained firmly against the bed, but instead only her hips found their way into the air, which Periwinkle seemed to both notice and adjust to.

"Hot!" she blurted suddenly, wriggling hard against both Periwinkle and the dildo, which was abruptly pushed too far into her from the movement. "Hot – too hot, it's too hot!"

She panted almost as if in pain, chest rising and falling rapidly as Periwinkle cruelly continued the assault on her anus.

"Please – oh please, please, it's too hot!" Fluttershy pleaded, gripping and releasing the blankets frantically.

"Does that feel good?" he asked, and she could almost hear the grin in his voice.

"M-my tummy feels weird…!" she gasped, the pumping and driving too much for her to bear. "I-I, oh gosh, something's… something…!"

His hoof covered her slit just as the climax arrived, and he coaxed her button gently as she spasmed hard against him. She stiffened like a shivering, shaking board as she came, hips thrust ridiculously into the air as she did so. Fluttershy didn't make a single noise the entire time, but finally let out a weakened mewl at the very end, limbs buckling and leaving her panting in exhaustion atop the bed before him.

"… Well, I think we've made some progress," Periwinkle said kindly, kissing her on the lips. She tasted herself and immediately burned with embarrassment again. "You did a great job for your first time at anal, Fluttershy. You're a tough little butterfly."

"Am – I – loose now?" she asked between breaths, quivering a little in his hooves. Fluttershy grimaced as he ever so slowly pulled the dildo from out of her from behind, but it didn't hurt like she expected it to. The dirty noise it made seemed more embarrassing than anything else. Like she wasn't supposed to make a noise like that.

"Not quite," Periwinkle smiled, giving her another hug. "We're going to have to do this for a while before you're ready for the real thing."

"We will?"

"Yes ma'am," his smile grew. "I'm going to help you until you're nice and loose, every single day until you're ready."

Fluttershy's heartbeat sounded in her ears at the thought of spending even more time with her friend, and smiled back at him.

"Okie dokie, Perry. I can do that."

"There's a good girl."

0-0-0-0-0

"Mommy's back!"

Fluttershy danced in cheerful little circles around her mother as she carried the bag of groceries, careful not to spill or drop anything.

"Mommy's back, mommy's back, mommy's back, yay!" she said in a singsong tune as she circled the tired mare, who patted her on the head.

"Yes, I'm back," Butterscotch beamed at her as Egg carried the rest of the bags for her. "And you've already had a bath, I see!"

"Sure did!" Fluttershy announced proudly as Egg White dragged in a pair of much heavier looking paper bags, placing them precariously on the table. "Hiya, Eggie!"

"Hey, Fluttershy!" Egg smiled down at her with clearly false enthusiasm, although she didn't seem to notice. "How's my special friend?"

"I had a fun day!" her eternal smile grew a little bigger. "I got a bath, I drew a picture of a kitty, and I got to play with Perry!"

"Is that right?" her mother asked distractedly as she attempted to reach the top shelves to stock away the meager amount of groceries she was able to get.

"Uh huh!" Fluttershy radiated. "At first he was busy, but he even made time for me."

"Well, isn't that nice of him."

"We had loads of fun, Perry taught me lots!" she added.

"Oh, is that right?" her mother repeated herself, furrowing her brows. She could have sworn that she remembered the bread.

"Is that right?" Egg mimicked her words, although in a much quieter, stranger tone.

"Egg, dear, please tell me the bread isn't in that bag," Butterscotch eyed the groceries warily, heart sinking at the thought of another crushed loaf.

"Uh, I have no idea," he admitted, shaking himself from his reverie. "I wasn't with ya' when you picked it up."

"Right, of course, of course," she frowned, waving a hoof through the air. "My mind is elsewhere."

"I can help you find it!" Fluttershy said eagerly. "You want to help me look for it, Eggie?"

"Hey, yeah, that's great," he answered unenthusiastically. "I've got to go talk to Periwinkle for a second, I think I might have left something in his room."

He wasted no more time in turning on the spot and marching up the stairs, at which Butterscotch sighed. She supposed that it was too much to ask of him to help put the insufficient groceries away, let alone carry some inside just as he returned.

Fluttershy saw her staring at them and wordlessly began helping pull them from the bag, passing each item to her with a smile.

"… Oh, Fluttershy. You are just a _treat_, do I ever tell you that?"

"Sometimes," she nodded. "Mostly when you get special cider drink that I can't have-"

"_There's_ the bread!"

0-0-0-0-0

Fluttershy saw him coming through the window.

Her barely contained gasp of glee was muted by the sound of her hooves across the floor as she bounded toward the door, giggling.

"Sunny's back!" she said breathlessly as the unicorn shook the light drizzle from his mane, stamping a couple of times on the doormat. The night sky behind him was clouded over with the promise of more rain, and Sunny smiled a little at the excitable filly.

"Sure am," Sunny said quietly, locking the door behind himself. "How come you're still up?"

"I was waiting for you to come home," she answered truthfully. "How come you were gone so long?"

"Because…" he pulled something from his damp saddlebag. "I was busy… getting you a present!"

"You got me a present?" Fluttershy danced back and forth eagerly, waiting for him to show it to her.

"Sure did! Are you ready for it?" he pulled it tantalizingly slowly around, keeping it just out of view.

"Aw, don't tease me, Sunny!" she pouted, sitting down in front of him.

"Okay, okay," the unicorn chortled, showing her the gift. He presented it to her in one swift motion, dropping it right into her hooves.

Her eyes widened a little at the cool touch of the porcelain, the finely painted cup drawing her eyes. From the crafting of the ears into little handles and the molding of the cup on the sides, and thanks to the painting, it looked just like-

"A bunny!" Fluttershy cheered, holding the cup over her head before hugging him. "Oh, thank you, Sunny! Thank you thank you thank you thank you!"

"Chill out, it's just a cup…" he cleared his throat awkwardly and patted her on the head.

Fluttershy admired the rabbit cup as Sunny put away his things as quietly as he could and crept to the upstairs bedroom, and she took in the sight of the smiling bunny. She didn't know quite what it was about the cup that she was so attached to, but she fell in love with it almost instantly. She would put it with her other prized possessions to be sure.

Fluttershy hummed happily to herself as she dragged herself up to her bedroom after a while, after leaning into the darkened doorway of her mother's room downstairs and whispering goodnight. The pitter patter of rain on the roof seemed a little louder, though from simply being closer to the roof or if it were actually raining harder, she did not know.

The sound of voices drew her attention, but she paid them no mind. Her focus was solely on finding a special place for her new present.

* * *

><p>"That's not going to work and you know it – you know what I meant, Periwinkle!"<p>

Egg's infuriated but hushed tones sounded through the room, and Sunny stood protectively behind him as Periwinkle paced back and forth.

"I just don't think it's right," Egg said after a stretch of uncomfortable silence.

"Which part?" Periwinkle asked dangerously. "Because you were involved _just_ as much as us."

"I know, I know," Egg White shifted awkwardly as he noticed his brother sidling away from him. "It-it's just, you know… I don't like the thought of, y'know…"

"You're jealous," Sunny pointed out.

Both of them jumped when Periwinkle slammed Egg into the wall, hoisting him up by his shoulders hard. Egg cringed when Periwinkle came close to his face, eyes burning with fury, but his voice was quiet and cold.

"Listen, and listen _good_ you little retard," Periwinkle hissed. "Believe you me, I'm not doing anything out of _selfishness_. Do you know how plans like these fail? Do you? Hmm?"

Egg couldn't bring himself to answer, and instead looked away. Periwinkle finally released him, letting him slip wordlessly to the floor.

"Plans fail when somepony gets _greedy_. Don't get greedy and we won't have any problems," Periwinkle said very slowly as if explaining it to a foal. "If we play our cards right, we're all going to have ourselves a very profitable little _gold mine_ here. Don't you _dare_ fuck this up for me, for _all of us,_ just because you got a little jealous. You understand me, you little shit?"

Egg nodded after a moment, and Periwinkle solemnly helped him to stand.

"Good. I'm glad that we've come to a mutual understanding," the icy tones in his words vanished as he returned to his regular flat sounding voice. "Just remember to keep your head on straight, and for fuck's sake, keep her _happy_."

"He is right, you know," Sunny added. "If we do this right, we can milk this for a good long while. So, we got that out of the way… everypony cool?"

"… Yeah," Egg nodded quietly after a few seconds. "We're cool."

"Fantastic. Just make sure that our little butterfly is kept nice and happy," Periwinkle reminded him. "We don't want to go losing our little honey pot due to negligence, now do we?"

"No, 'course not," he shook his head.

"And don't think that doesn't mean you can't still fuck her whenever you want," Periwinkle poked him in the chest, but not very hard. "That goes for all of us, so long as it's not _greedy_. We aren't going to have any problems so long as we're all clear on how this goes down, am I understood?"

"So now you're in charge of everything?" Sunny frowned, but Periwinkle's expression did not change.

"Nopony is in charge of anything," he clarified. "We're all going to share, there's plenty to go around. Like I said, things will only get botched if somepony gets _greedy_, and nopony gets caught with their hoof in the cookie jar."

"So… so what if we get caught…?" Egg looked between them nervously. Periwinkle sighed, as if he were being stupid on purpose.

"If we do this right, we're not _going_ to get caught. So long as we all play nice and get along for our little butterfly, we've got our own personal little fuck toy for a good long while. Trust me, I _know_ what I'm doing."

"You've done this before?"

"Loads of times," Periwinkle said offhandedly. "And just so long as we keep her nice and happy, we can keep using her as much as we want. Just _don't_ fuck this up."

"I won't, I won't," Egg held up his hooves defensively.

"So… are we gonna, like… take turns? Or…" Sunny left his question hanging.

"No schedules," Periwinkle insisted. "If any of us wants a turn with Fluttershy, we'll all make sure to tell one of the others first, just in case somepony else wants to jump in. But for Celestia's sake, be _gentle_ with her."

"Fine by me." Sunny shrugged indifferently. "Sex is sex."

"She'll be plenty ready for rough fucking once we've trained her up a bit more," Periwinkle continued, rearranging his glasses. "That's what I'm working on. _Egg,_" he added with a hint of accusation. "_Not_ trying to hog her for myself. Just remember-"

"I got it, I know," the younger stallion nodded profusely. "Don't get greedy, keep her happy."

"I'm glad we got this sorted out before things got nasty!" he patted Egg on the shoulder with a warm smile, edging him toward the door. "Now, if you two don't mind, I've got some work to catch up on."

"And I," Sunny smirked smugly. "I'm gonna go say goodnight to our little butterfly."

0-0-0-0-0

Fluttershy held the little paper butterfly over her head, watching the sun filter in through its pink and blue colored wings. The warmth of the dawn bristling over the horizon made the whole living room seem to be filled with a comfortable glow, and her imagination soared as high as she dreamed the cutout butterfly did. She wished that she could fly like they could, just drifting so easily on the breeze and looking down on the world.

She just couldn't quite bring herself to fly, no matter how hard she tried though. Up in the sky, there was nopony to hold her hoof, and such a long way from home. No, it was much safer on the ground, even if it meant that she couldn't fly…

The sound of the door opening caught her attention, and she curiously spied Egg White attempting to creep out the front door.

"Where are you going to?" Fluttershy asked innocently, and the stallion flinched.

"Oh, hey!" he perked up with a forced smile. "Good morning, Fluttershy! I didn't know you were awake already."

"You don't have to be so quiet, I think most everypony's up already," she blinked, and he looked as if he were going to say something before he changed his mind.

"Actually, I was just on my way to the market for… something."

"Can I come with you?" she asked eagerly, nearly bouncing up and down with excitement.

"Oh, well, uh… you'd have to go ask your mom first," Egg said seriously. At the mention of herself, Butterscotch poked her head in through the living room doorway and nodded to him, trademark coffee cup already in one hoof.

"It's okay with me," she smiled. "So long as Fluttershy is on her very best behavior, and if it's all the same to you. She could really stand to get out more as it is."

Egg looked torn for a moment, but nodded.

"Y-yeah, uh, I'm cool with it…" he forced another little smile. "What do you say, Fluttershy?"

"Yay!" she exclaimed, clapping her hooves together and carefully sticking her cutout paper butterfly in her mother's hoof. "I'm gonna go to the market with Eggie, okay mommy?"

"Okay then," Butterscotch hid a grin. "Just try not to be too long."

"Will you be here when we get back this time?" Fluttershy asked with a hint of worry.

"Mm, probably not…" she shook her head slowly. "I'm needed back at the hospital for a double, so I probably won't be back until later tonight. But that doesn't mean I want you to stay out any longer than necessary, okay…?" Butterscotch asked sternly, looking subtly over at Egg, who saluted.

"Oh, understood!" he beamed sincerely.

"Okay mommy see you later!" Fluttershy eagerly pushed at Egg, almost skipping to get outside. It was so rare that her mother let her go play outside, as worried as she always was. But Egg would be there to keep her safe.

Egg White carefully adjusted his worn saddlebag as they walked, Fluttershy randomly touching flowers as they trotted at a slow but steady pace.

"So…" he said after a while to break the silence, clearly sweating. "When we get to where we're going, I'm, uh… gonna need you to wait outside, okay?"

Fluttershy blinked, a little hurt.

"Don't you want me to come with you?" she asked, ears flattening against her head.

"Oh, of course, of course!" Egg's face twitched into a large grimace which she guessed was intended to be a smile, but it didn't seem to have much heart in it. "Oh, Celestia you're cute when you do that. It's just that, er… well, the place I'm going has some, uh, really _special_ stuff."

"It does?" Fluttershy perked up interestedly.

"I mean, for… a _surprise,_" he insisted. "And it's really special and important to me not to _spoil_ the surprise for anypony, especially not my special little buddy. You wouldn't want to _spoil_ a great surprise, would you, Fluttershy?"

She chewed her lower lip, thinking furiously.

"I-I guess not…" she said at last, much to his relief.

"Great," he patted her on the shoulder as they turned another corner, the hustle and bustle of the ponies around them long since background noise. "I won't be very long, I promise. Just don't go anywhere while I'm inside, okay?"

"I promise I won't," Fluttershy agreed. She remembered the time she had disobeyed a similar request from her mother when she was getting groceries, of how worried and teary eyed she had been. Fluttershy certainly wouldn't want her friend to wind up like that.

"It's just up here," he led her down a darkened alley, and the noise of civilization was muffled. Fluttershy wrinkled her nose as they passed a dumpster and shifted closer to Egg away from the rusty red container.

"Here we go!" Egg said with a hint of relief as they exited the alley, which she supposed was a shortcut. He nodded toward the dingy building wedged between a couple of larger more brightly colored ones that had a small pink awning hanging over the door. A couple of red lights dangled in the window, and the dusty _Open_ sign was settled directly next to them.

"That place?" Fluttershy tried peering in through the darkened windows, but couldn't make out anything aside from dodgy shadows within.

"That's right," he nodded as they approached. "You just stay right here by the door – actually, a little bit away, just to the left, and I'll hurry right out as fast as I can. Okay?"

"I guess…" she shuffled her hooves back and forth.

"And afterwards…" he tempted her. "Me and you, we'll go get some ice cream!"

"My bits!" Fluttershy's face became one of aghast horror. "I left my piggy bank…!"

"Don't worry, I'll pay for it," Egg waved her off with an assuring smile. "You just stay right here, and don't go anywhere. Don't come inside! Unless… well, you come right for me if anypony acts suspicious, okay?" he frowned suddenly, eyes shifting back and forth. For the life of her, Fluttershy couldn't understand his suspicion.

"O-okay," she agreed at last, and again noticed his relief.

"Great. I'll be right back, _don't_ go anywhere. And don't come inside unless it's an _absolute_ emergency. Okay?"

She nodded again, and with that Egg left her standing rather befuddled on the sidewalk beside the mysterious shop.

Fluttershy waited and waited for what felt like an eternity, becoming increasingly more anxious as time passed. The minutes crawled by at a tortuously slow pace, and she entertained herself by watching her shadow make funny images, but it could only last for so long before she became bored. She frowned as time seemed to come to a complete halt, her fear that Egg might never come back out rising.

Why was he taking so long? Didn't he know that she was bored and wanted to come inside out of the growing heat, too? Fluttershy placed her hooves over her eyes and tried to peer inside through the darkened glass, but couldn't make out anything more than dark figures inside. It was maddening, how slowly Egg seemed to be moving.

"What are you doing?"

Fluttershy nearly leapt out of her skin at the sound of an unfamiliar mare's voice, and backed away instantly. Her ears flattened instinctively against her head as she raised up a single hoof, tucking it back fearfully at the stranger. The carrot colored mare had too much makeup on, which Fluttershy thought was a little silly. Her mane was done up in a pair of short pink pigtails that she hadn't seen many mares wear, and her strange standing position seemed too relaxed and stiff simultaneously, like she were trying hard to look casual and present herself at the same time.

"U-um…" Fluttershy shifted uneasily beneath the mare's bored glare. "I'm not supposed to talk to strangers…"

"Hey, it's a'ight," the mare shrugged halfheartedly. "Don't have to crap yourself. Just… maybe a filly like you shouldn't be on _this_ corner, you know."

Fluttershy noticed another similarly decorated mare behind her, curiously peering down at the filly with a stare that was somewhere between judgmental and confused.

"How come?" she inquired, looking up at the odd pair.

The first mare gave a short giggle, and the second answered throatily "We work this corner, baby. Nopony else."

"Oh, you work here?" Fluttershy asked enthusiastically, glad to be somewhat free of her boredom. "My mommy has a job too! Do you know my mommy?"

"Maybe," the second mare with a long red mane sniggered. "If she's into that."

"Quit that, Rosemary. Maybe you should head on home, little filly," the first mare said to just Fluttershy, her tone becoming more serious.

"Oh, it's okay," Fluttershy insisted. "I'm supposed to be here."

"… You are."

"Uh huh!" she answered eagerly. "I'm waiting on my friend."

"… Izzat right?" the pigtailed mare slowly raised an eyebrow, looking at the shop with a strange look. "You mean, in _Simple Seductions_?"

"This place?" Fluttershy looked back toward the darkened windows. "Yeah!"

The two mares share a look, and the pigtailed one seemed to understand something that Fluttershy didn't.

"Really. And your, uh… 'friend', does she work around here too?"

"Huh?" Fluttershy tilted her head in confusion. "No, he's getting me a special present."

The pigtailed mare's eyebrows raised considerably higher.

"He?"

"Yeppers!" she beamed. "He's my special friend, so he's getting me a special present, he said so!"

The pigtailed mare seemed considerably upset, but the older mare behind her disrupted whatever she was going to say by tapping her on the shoulder.

"Leave it, sugar. Big Daddy's waiting."

The first mare looked as if she wanted to say something more, but eventually shook her head before rejoining her companion. Fluttershy was a little sad to see them go, as it meant that she didn't have anypony else to talk to. She was nearly tempted to take another peek inside the shop, and just started to pry open the shop door when it burst open, the ringing of a bell somewhere inside following a slightly out of breath Egg White.

"Eggie!" she said gleefully as he returned, jamming a brown paper bag into his saddlebag hastily.

"Heyya, Flutters. Sorry I took so long, sonuvabitch tried charging me out the _ass_ for a coup- actually, never mind. You ready to go?"

"Sure am!" Fluttershy agreed, ready to get moving again at last. "Let's go, let's go!"

Egg kept her close to her side, and she noticed that he seemed to be sweating considerably more than before. They began traveling down the same darkened alley as before, and Fluttershy's ears were prepared for the sudden muffling of city noise.

"… Hey," Egg stopped her suddenly, looking around them to ensure that the area was indeed secluded. "Fluttershy."

"Yeah, Eggie?" she asked innocuously, looking up at him. He seemed much more nervous than usual, upset by something that she couldn't contemplate.

"Hey, you-you know…" he started uneasily, constantly throwing looks over his shoulder. "… Celestia, you're cute when you look at me like that."

"Oh. Um… t-thank you, Eggie," Fluttershy blushed, moving a lock of mane from her face.

"You can call me Egg, if you want to," he said a little huskily, leaning in close. She could smell the scent of cinnamon on his breath, and she suddenly blushed a little more as he leaned in and kissed her without warning. Fluttershy blinked, his hot tongue worming across her own for a moment before she broke away.

"Um, oh…" she looked around, heat flooding into her face. "E-Eggie, this place-"

"I'm really sorry, Fluttershy…!" Egg whispered into her ear, a glow of magical aura bringing a few trash cans around to hide them as he gently pushed her toward the side of the dumpster. "But I just can't wait anymore!"

She let out a gasp of surprise when Egg thrust her against the dumpster, her exclamation cut off by his hoof.

"Be really quiet," he advised as he rubbed his already hard tip against her. "Wouldn't want anypony to see us doing the nasty out here, would we?"

"It-it's so dirty…!" Fluttershy tried to cover her face with her mane in embarrassment the moment he took his hoof away, her cheeks not the only thing burning. The unexpected protrusion sticking hard into her hurt, and the tears were already coming to her eyes.

"Yeah," Egg grunted, gripping her tight to himself as he thrust in and out, the wet icky noise only serving to make her more self-conscious. "Yeah, that's right. It's really dirty out here, so be still…!"

It wasn't quite what Fluttershy meant, but he was right the more she thought about it.

"E-E-Egg, please…!" she whimpered, thrashing weakly in his iron grip. "Oh, please, it hurts! Slow down, it hurts…!" her voice cracked, but he didn't slow himself.

"It's okay, it's okay," Egg said breathily into her ear before chewing on it hard, making her cry out again. "Celestia, I'm sorry Fluttershy, but I just can't hold back anymore…"

"It hurts, it' hurts so bad…!" Fluttershy's voice was muffled as her face was pressed roughly into his chest. The tightness was too much to bear, and his incessant thrusting jabbed deeply into her, sending a stabbing pain with every plunge. The tingling in her belly didn't come this time, and it was all very aching and sharp.

"It's okay, it'll only hurt for a little bit," Egg lied. "I'll be really quick, I promise Fluttershy. I-I need you to do something for me, okay? Okay?"

Fluttershy gasped for air, feeling as if her chest were compressed as Egg pounded her harder and harder. He lifted one of her hind legs higher to give himself more momentum, and Fluttershy held her breath again to keep her voice down.

"Tell me you love me."

"W-what?"

"I need you to tell me that you love me!" Egg demanded, his grip on her tightening. "I-I need you to do this thing for me, okay?"

When Fluttershy only whined again, Egg held her a little more softly, but did not slow down.

"It feels really good, Fluttershy," he moaned, hoof on her head keeping her close. "But it would make me really, really happy if you told me that you loved me. Okay?"

"O-okay," she managed to say at last. "I l-love you."

"Say it again," Egg gripped her by the base of her wings, sending another pain through her back that she was unaccustomed to.

"I-I love you, Egg…"

"Louder!"

"I love you Eggie!" Fluttershy wheezed, his squeezing too much for her to handle. She felt frail in his grasp, like she were slowly cracking with her penetration. And it ached, it ached so _badly_…!

The sudden introduction of something hot and wet pushing fast into her insides made her shiver and shake, and Egg bristled against her as he climaxed. His heavy panting in her ear as he gave her another squeeze was the only thing she heard, her head strangely fuzzy.

"That… that was great, Fluttershy," he kissed her between the eyes without pulling out. "You made me really happy. Thanks."

She couldn't bring herself to answer properly, only letting out a quiet moan.

* * *

><p>Fluttershy's limbs felt strangely heavy as she lay tiredly on Egg's back, and he carried her without complaint.<p>

"You okay up there?" he asked her cheerfully, and Fluttershy leaned against his neck a little harder as answer. She instead opted to silently lick her ice cream, sleepily trying to keep from spilling any of the melting cream.

"Still kinda sore…" Fluttershy answered, and Egg rubbed the back of his neck abashedly.

"How's the ice cream?" Egg asked in the same upbeat tone, changing the topic.

"I like it," she replied drowsily, finishing off the cone and licking what was left from her hooves.

"That's great!" he said with too much enthusiasm. "So, you remember what we talked about, Flutters?"

She nodded slowly, letting out another tired little 'hmm' as an answer.

"Cool. Not much further now, almost home. Okay?"

Egg walked the rest of the way in utter silence, the sun beating down on them with unwelcome intensity. His thoughts held his attention the entire way, and Fluttershy occasionally kicked a little with one back hoof at his saddlebag. He smiled at the adorable sight, carrying on in peace.

The creak of the door did not awaken Fluttershy either, although it alerted his brother as he entered.

Egg was a little surprised to see the unicorn, who was busy with a folder full of papers at the kitchen table.

"Hey, there you are," Sunny blinked, closing the folder immediately. "Did you get it?"

"Yeah," Egg nodded, quietly making sure not to let Fluttershy fall from her precarious perch as he closed the door behind himself. "Hope you weren't expecting any bits back, bastard overcharged me for it, I'm sure of it."

Sunny eyed the dozing Fluttershy for a moment before looking back at him.

"All tuckered out," Egg said promptly. "Probably the heat, you know how foals are."

"Uh huh," Sunny said, but Egg wasn't quite certain if he was convinced.

"Is Periwinkle ready, or is he hanging with the camera for this one?"

"I dunno. Didn't ask. Seriously, dude," the unicorn frowned at the drooling filly as Egg slowly slipped her off of his back and onto the couch. "Did you drug her or some shit?"

"No, 'course not," Egg retorted gruffly. "I told you, she's just tired. That's why I was carrying her. You want her to be awake for tonight, don't you?"

"Who's awake?" Fluttershy lifted her head blearily, wiping a line of drool from her mouth. Some of her mane was sticking to her head, and the rest of it was seemingly glued to her face.

"… That's adorable," Sunny grinned.

"I know, right?" Egg's smirk matched his. "Still all tuckered out there, Flutters?"

Fluttershy nodded jadedly, blinking hard as she looked around the familiar surroundings.

"I got ice cream," Fluttershy wiped a bit of sticky whiteness from herself, and Sunny snorted.

"Looks like you got more _on_ you than _in_ you. You're sticky as shit," Sunny chuckled, at which point Egg was very glad that his attention was no longer on him. "What do you say we go get you a bath, squirt?"

Fluttershy nodded again after a moment, stifling a yawn as the unicorn led her to the upstairs bath.

Egg White let out a quiet breath that he hadn't realized that he'd been holding, and ran a hoof through his yellow mane.

So long as she kept quiet about the ordeal like he pleaded with her to, things would hopefully stay the way that they were. But from the look that his brother was giving the filly as he chatted with her and the way his hoof sidled comfortably across her flank as he guided her upward, Egg couldn't help but feel a tiny twinge of jealousy again.

* * *

><p>"Is everypony ready?" Periwinkle poked his head into the doorway, looking back and forth at the eager brothers without opening the door all the way.<p>

"Got the camera," Egg held up his instrument.

"Is she finished yet?" Sunny asked curiously, peering around to try to see past the bespectacled stallion.

A nudge from Periwinkle more and the door swung open fully, revealing a beaming Fluttershy.

"I sure am!" she said proudly, cheeks flushed as a couple of whistles met her. Fluttershy's uncertain smile wasn't the only thing she was wearing, much to the pleasure of the others. An extremely puffy rabbit's tail had been stuck on the back of a pair of pink panties that she wore, the lingerie continued by the bouncy white rabbit ears sticking out high above her own.

"Wow, she sure looks great, huh?" Periwinkle complimented her with pride in his voice. "Our little butterfly is growing into a cute little bunny rabbit."

"I like it," Sunny grinned toothily. "Give us a little turn, Fluttershy?"

Another nudge from Periwinkle got her to turn in a slow little circle as she chased her own tail, earning another few chuckles from the stallions.

"You look fantastic, Fluttershy," Egg flattered her with an equally large smile. "So cute, I love it."

"Are you ready to show everypony what you've been learning, Fluttershy?" Periwinkle asked her knowingly, closing the door behind them and locking it. "I'll bet everypony is really eager for you to show them."

"Um, o-okay," she said tentatively, wincing as the stallion nudged her forward again. Fluttershy cringed with every step, taking no more than four before her legs nearly buckled.

"You okay…?" Egg asked with sudden concern, and for a moment he thought that she would become teary eyed. Instead Fluttershy shook her head hard, forcing a smile of her own.

"N-no, it's okay," her face was red, and Periwinkle's shrewd leer behind her gave him pause. "C-can, um… can somep-pony help me up?" Fluttershy looked at the bed, recoiling a little.

"Here we go!" Periwinkle offered her his hoof, leading her onto the soft mattress. She flinched again, but forced herself to continue under his watchful gaze.

"I-I'm r-ready to sh-show everypony now," Fluttershy said breathlessly, the damp spot on her panties clearly showing as she presented herself to them and gave a little trained wiggle.

"Pull it to the side for us, Fluttershy," Periwinkle rearranged his glasses quietly, his unblinking stare burning a hole in her. She obeyed immediately, and Egg discovered just why she was having difficulty walking. Fluttershy moaned aloud as the large blue dildo sticking from her anus protruded a little, finally managing to slide out freely now that it was no longer held tightly in place by the lingerie.

Sunny whistled appreciatively, coming in closer for a better view.

"Hot damn, that's pretty big, Fluttershy!" he blinked.

"It's-it's really tight," she admitted, blushing as she looked at them all from between her legs.

"Does it hurt at all?" Periwinkle asked with clear concern in his voice, but Fluttershy shook her head.

"No, it's okay…" Fluttershy answered softly. "I-I think I'm f-finally getting used to it."

"Then I suppose it's time to take it out of our special little friend," he beamed, placing one hoof on her cheek to spread her a little and using his other to ever so slowly tug it from her. "Meaning it's finally time for you to put a proper dick in that hole."

"So this is the 'training' you meant…" Sunny pondered with a hint of amusement.

"Are you ready, Fluttershy?" Periwinkle leaned down and asked her as he pulled the remainder of the imitation stallionhood from her, making her twitch and spasm a little.

"Mm-hmm," she couldn't bring herself to speak lest her voice crack again.

"Okay then. I'm going to put it in you first, okay Fluttershy?" he informed her casually. "And after we start getting into a rhythm, Sunny's going to help while Egg gets some pictures for this special occasion. How's that sound?"

"O-Okay," Fluttershy nodded. "Do I need to be quiet again?"

"That would be great, Fluttershy," Periwinkle smiled kindly as he slunk onto the bed beside her. "You know how it goes. If it hurts at all, you'll tell me, okay? And then we can stop for a while. We wouldn't want you to cry at all, hmm?"

The filly nodded again at his words, and held onto his hoof as she was placed facing forward onto his lap.

"I'll be quiet," she promised, afraid that he would scold her again in case she failed somehow. "I won't cry this time, I promise."

"There's a good girl."

Fluttershy tensed up as she felt Periwinkle's wide member rubbing her already loosened entrance, sliding in inch by inch. It was even bigger than what had held residence there before, but she didn't make her complaints vocal for fear that Perry would be disappointed in her again. She quailed and shivered a little as it pushed its way inside, reflexively clamping on it even though she knew that it would only make it harder to fit the rest in.

"Ohh, Celestia that's good," Periwinkle hissed pleasurably into her ear. "Good. Good, you're doing great, Fluttershy…"

"Is-is it in?" Fluttershy squeaked, blood rushing to her head.

"Almost halfway now," he answered. "Sunny?"

"Lean a little this way for me," the unicorn motioned for her with one hoof as he positioned himself in front of her, rubbing his extended shaft with the other. "Get it nice and wet first."

Fluttershy tried to oblige by leaning forward, but a spike of tension and pain rippled through her underside as she attempted to do so. She gasped aloud at the pressure growing, the heat prospering and blooming up her insides.

"Lean forward a little more," Periwinkle instructed her and reaffirmed his grip on her wings, making them sting painfully. "I won't let you fall. Make Sunny feel good. You wouldn't want to leave your friend out, would you?"

Sunny chuckled as she strained with all her might to please the stallion, face becoming redder as she tried to lean forward.

"Come on, Fluttershy!" Sunny laughed, teasing her by twirling his throbbing length a little just out of her reach. "It's gotta be pretty tantalizing for you. Maybe you're just not trying hard enough. Don't you want it, Fluttershy?"

Periwinkle gave the unicorn a sudden stern look behind her back, and Sunny ceased his irritation.

"Just stick your tongue out a little more," Sunny ordered her in a much more amicable tone. "That's great, Fluttershy. Now, just suck the head, but keep your tongue where it is – oh, you're such a fast learner!"

Another snap of photography light nearly blinded her, and she instinctively tried to smile too late for the camera.

"Going in deeper now, okay?" Periwinkle told her quietly, even though she couldn't respond. He pulled back on her body as he pressed himself further into her crevice, and she quivered suddenly from the introduction of pain again. She moaned as loudly as she could to ask him to stop, but Sunny refused to remove himself from his current position, opting instead to gently stroke himself inside her mouth.

_It hurts! It hurts! It hurts it hurts it hurts it hurts, oh please Perry please stop please it hurts it hurts so much I want Mommy-!_

Fluttershy choked and gagged on the stiffness cruelly jabbing the back of her throat, and Sunny finally freed her from his grip. She gasped for air, coughing weakly. Her little shoulders shook hard with every spasm, and while not red, her face was still very pink.

"It's so hot," she breathed weakly after a moment, Periwinkle's rhythmic grinding bringing the strange heat up in her. "It's so _hot…!_

"Do you really want to stop now Fluttershy?" Periwinkle asked her as he at last slowed his relentless assault. "After all the hard work I did to help you, you don't want to _disappoint_ your friends now, would you?"

"… N-no, P-Perry," Fluttershy shook her head slowly, trying hard to keep her breathing steady. "I-I'm sorry, please don't hate me…!"

"Oh, no, no, no Fluttershy," he loosened his grip on her a little, leaning her back and letting her body rest on his comparatively larger chest. "No, I could _never_ hate you, you're our special _friend_. Okay?"

She nodded after a moment, his familiar hoof sidling up to meet her own as he smiled kindly down at her.

"And we all love you very much, Fluttershy. You're doing a great job. You're a tough little butterfly."

"Hey, Egg. Get a shot of this," Sunny muttered to his brother before turning and smiling at Fluttershy. "I think you're doing swell too. Hey, are you about ready now?"

Fluttershy looked at the lowly pulsating, swinging and erect unmentionable before her, blushing deeply as Periwinkle carefully and gently spread her legs a little wider. Sunny took her silence as compliance and wasted no time in pushing the wet end of his bobbing rod right inside, making her yelp. Periwinkle's hoof automatically covered her mouth until her squeal was all let out, and he freed her lips again.

"Still hanging in there?" Periwinkle asked softly.

"I… I feel so full," Fluttershy's words sounded pitifully meager and weak in her own ears. "It's so much… It's so full!"

"I'm going to start moving again, okay?" he informed her as the pair of them began moving in slow synchronization. Fluttershy's head started to resume the odd fuzziness associated with playtime with her special friends, the heat starting to boil in her painfully.

Without warning, Fluttershy shook and spasmed violently, muffling her own voice by chewing hard on her bottom lip. For a brief instant her mind went wonderfully, blissfully blank, the relief flooding over her in equal measures to the unexpected pleasure.

"… Holy shit, did you just cum from taking it in the ass?" Sunny grinned down at her, bringing her woozily back down to earth.

"You're turning into quite the dirty little filly, aren't you, Fluttershy?" Periwinkle asked her, and she felt unpredictably ashamed of his words. They rang true with something that made her horridly uncomfortable that she couldn't seem to push away. But it was true in a way that she didn't like. It felt dirty because it _was_ dirty, and she didn't like that at all.

"… Dirty?" her lips quivered at last, the fear in her voice.

"That's right," he answered distractedly, his hips rising and falling underneath her. "You're our dirty little butterfly, so don't try to skip out on baths like last time, okay?"

"I wanna have some fun too," Egg interjected, clambering swiftly onto the bed after he had grown tired of taking photos. "Suck on me while you're at it."

After a hesitant pause, Fluttershy obeyed and immediately tasted the salty tang of his stubby member, and he leaned over to thrust properly into her mouth much more quickly than the other two were going. Fluttershy rapidly felt completely overwhelmed, her mind slowly going blank again. But not quite the same as before, more of a dull, hollow sort of blankness that made her think that she had stayed up too late.

"Nopony cum in her this time," Sunny exclaimed suddenly, just as he began tensing up in her as the signal that he was drawing close to being done. "I've got a better idea."

Fluttershy hated feeling like a ragdoll between them all. At least when it was just Perry by himself he would murmur pleasant things to her and hold her softly, but times like these he seemed to lose himself and grow more silent. Silence was a funny thing, Fluttershy decided. Sometimes it was necessary, and sometimes silence was preferable. Butterflies were like that, too. Floating with grace through the air without a whisper, using only their pretty colors to talk to everypony. Perhaps they were just shy or afraid. Fluttershy could understand how the poor things must have felt, with nopony to really listen to them whisper.

"Alright, I got it."

Fluttershy blinked resignedly as her thoughts whirled fuzzily in her head. When had Sunny left? How long ago had it been? Did she fall asleep? No, that couldn't have been right, Periwinkle was still bucking and rocking beneath her. At some point or another Egg must have taken his brother's place. She would have felt silly for asking, but the heaviness in her head was too much. She found herself blinking more as she recognized her special bunny cup that Sunny had given her, it's familiar plastic smile etched onto the side.

"Mister Bunny?" Fluttershy stared at it.

"That's right," Sunny grinned as he stroked himself expeditiously into it. "We're all going to give you a special drink for doing so great."

"I'm almost ready too," Egg finally slid out of her with a wet sound that made her shake a little, the sudden relief making her fall a little limper against Periwinkle.

Fluttershy watched in fascination and mild horror as her favorite cup became host to a large squirt of 'special friend drink'. But she supposed that drinks were meant to be inside of cups, so it must have been right. Even if it didn't really feel right.

"Give it to me," Egg White said breathily as he emptied his own load in a jittering spurt into her cup.

"Don't drop it, dumbass," Sunny leaned against the desk with a relaxed smile. "And stay out of the way for the pictures, your daddy wasn't a glass maker."

"Don't spill any, okay?" Egg instructed her firmly as he passed her the cup, which she gripped weakly as Periwinkle slowed his pumping for a few moments.

"I-I, um…"

"Drink," his eyes narrowed a little in a dangerous fashion. Fluttershy brought the cup to her lips, face scrunching up at the acquainted salty taste of two mingling flavors. "There's a good girl."

She choked on the strong musk as a little bit of it began to dribble down her chin, but Egg helped to keep the cup upright until she had guzzled down every last drop. Fluttershy coughed a little afterwards as the saltiness stung her throat, bringing tears to her eyes again. Periwinkle resumed his previous actions, even faster than before.

"Alright, picture time for our special buddy!" Sunny beamed, holding up the camera as Fluttershy's gasps came in rapid little bursts. "Hey, smile big for me, Fluttershy!"

She shakily gave a feeble smile that she knew was fragile, but she simply couldn't muster any more with Perry's… with Periwinkle inside her, so quickly driving up into her.

She tried not to close her eyes as another blinding flash seared into her eyeballs, and for a moment Fluttershy thought that she saw multicolored dancing butterflies swirling through the room. It must have just been a trick of her imagination, though. She wished that she could fly like a butterfly, free through the air. It would be nice to drift on the breeze like they did, not held to the dirty ground. But maybe that was where she was supposed to be, where she was needed.

Periwinkle bit down hard on her ears as he came, making her yap with startling pain.

"Tight – fucking tight little ass," he exhaled vulgarly into her ear, not ceasing his thrust as she became fuller. "Such a perfect, malleable little pussy on you, pliable little asshole, dirty fucking little butterfly…!"

He moaned again as he finished, leaving his still throbbing dick wriggling inside her, and Fluttershy hardly noticed when it gradually began to shrink. Something hot and wet began to ooze gracelessly out of her when he plopped out at long last, bouncing himself against her a couple more times as another flash blinded her.

"… I'm really tired," Fluttershy confessed quietly after it felt like an eternity had passed and nopony was really talking to her.

"You did great, Fluttershy," Periwinkle seemed to remember her at the last moment, giving her a loving kiss on the forehead. "Let's get you a quick bath before bed."

"I don' wanna…" she muttered weakly as she lay face down into the blankets.

"You don't want to be all icky before bed, do you?" he asked her accusatorially, and although she didn't answer, she finally started to pull herself groggily from the bed. "There's a good girl."

0-0-0-0-0

For how long Fluttershy slept, she did not know.

Her dreams were feverish and confusing, and she kept dreaming that she heard her friend's voices. But surely she must have been asleep, because their hushed tones sounded so much angrier than usual. Too many emotions to keep a proper track of, but Fluttershy let them drift away like butterflies on the wind as she slipped back into the realm of dreams that called her name.

"-old you the first time, it's all dug up!"

"That doesn't mean jack shit, what about everything you said before?"

"Stay out of this Egg, you don't know what you're talking about!"

"I don't care how you want to fucking phrase it – the honeypot's dry, the bank is out of bits, the gold mine is _barren_ – I don't give two shits, I've got bigger turnips to fry."

* * *

><p>Fluttershy cracked open one eye sleepily, a little smile still splayed on her lips as she saw the pink and blue butterfly batting politely just outside her window, as if asking to be let inside.<p>

She slipped wordlessly from beneath the sheets, head still full of visions of pleasant dreams as she tugged open the heavy window and allowed the happily dancing insect to show her its colors properly, sashaying cheerfully over her head. Fluttershy smiled peacefully at the joyously fluttering thing, watching it for a moment before realizing just how high in the sky the sun was.

Fluttershy's eyes widened as she realized that she had once again overslept, disrupting her morning routines. Her mother would probably be very disappointed, and she worriedly darted out of her room and nearly stumbled over her own hooves in the process.

"Oh gosh, I'm so sorry!" Fluttershy found herself whispering loudly, knocking nervously at every door down the hall. "I forgot to wake everypony up, I'm sorry I'm sorry I'm sorr-"

The creak of the heavy wooden door seemed so much louder as it echoed through the empty room.

She stared in aghast horror at the bare room, cold wooden floors and walls staring emptily back at her. Fluttershy was still for several long moments before she numbly tumbled away, urgently banging on the other doors as she was at it, even the upstairs bath, although she didn't know why. Perhaps it was simple desperation addling her mind.

Even Periwinkle's room was utterly devoid of life, the furniture all gone. Not a single speck of dust remained to indicate that anypony had even been there before, all traces of life gone. She spotted something stuck in a floorboard where the bed had been, but was too preoccupied with scampering away as fast as her wobbly legs would take her before the tears came.

"Mom!" Fluttershy burst into her mother's bedroom only to discover that she wasn't there, either. Panic rose through her chest as she strained to keep the flood back, whimpering weakly.

"In here, Fluttershy!"

Her mother's familiar voice brought her to the kitchen, where Butterscotch was humming and making a small breakfast that seemed like it would only feed a couple of ponies.

"Good morning, Fluttershy," Butterscotch beamed at her.

"Everypony's gone!" she blurted tearily before her mother could say anything else.

"… Didn't any of them tell you?" her mother blinked, carefully setting a couple of plates over the checkered tablecloth.

"Tell me what, tell me what?" Fluttershy was nearly hyperventilating.

"Well," she said slowly, placing some eggs on one of the plates with a slice of fresh toast. "Sunny got the job in Ponyville, and his brother said that he was going to start schooling over there – I think he has a position as a nurse at a hospital. Isn't that nice?"

"They're gone?" Fluttershy repeated, dumbfounded. "And…?"

"I'm afraid Periwinkle packed up right about the same time," Butterscotch shook her head. "Meaning that even the nice stallion paying the most out of all of our tenants has moved out-"

Her mother shook her head again, worried look replaced with one of practiced care and a smile.

"Well, your friend Periwinkle didn't say where he was going, but he gave us a _very_ generous parting gift. He seemed awfully concerned about you getting into flight school, the sweetheart."

Fluttershy stared at the breakfast that her mother had been steadily preparing, feeling as if the bottom of her stomach had dropped out.

"… I'm not really hungry," Fluttershy said softly, backing respectfully away from the table and shaking her head.

Butterscotch sighed through her nostrils as Fluttershy slipped away like a ghost, and watched her trudge wordlessly toward the stairs. She hadn't really presumed that she would be all that hungry when she found out. The filly had grown rather attached to her friends.

Perhaps she would make some more when the new occupants arrived. If any more lodgers bothered, that is… but that was an unhealthy train of thought, and Butterscotch didn't need that kind of stress right before work.

Fluttershy seemed to feel pretty stressed, though.

Didn't any of her friends care enough about her to tell her that they were going away? They weren't just her friends, they were her _special_ friends, they told her so. Such special friends that supposedly loved her so much wouldn't just _leave_ her like that, so cruelly, would they? Didn't they care about Fluttershy anymore?

She meandered up and down the empty hall, listening to the sound of her own hooves bouncing back at her through the empty rooms. Fluttershy finally came to a dull halt smack dab in the middle of what had been Periwinkle's room, and her mind felt weirdly numb as she pulled a slip of paper out of the crack.

It was a photograph of her.

Fluttershy stared at the image for a moment, and as she looked down at the past image of herself, she could almost imagine that she heard her own heart breaking.

The butterfly that she had let into the house seemed to hear her quiet sobbing as she collapsed to the floor, and flittered just as silently as it had before above her. She sniffled miserably as a bubble was stuck in her nose, her eyes burning furiously as her tummy began to ache from crying so hard. But the butterfly landed kindly on her muzzle fearlessly, staying right where it was as she cried. All she really wanted was her friends to come back to her. At least the butterfly, even though it's caress wasn't what she expected, was kind enough to not leave.

Fluttershy decided then that butterflies made pretty good friends.

0-0-0-0-0

**Author's Note:**

I have no love for foalcon. This was extremely discomforting to write.


End file.
